RNER and ESSC: Two Bullish NASDAQ SPAC Plays Around the Corner
Veteran market watchers have looked on with a mixture of skepticism and excitement as the SPAC market has taken off and now slowed over the course of the past two years. To put things in perspective, both 2020 and 2021 were record years for SPAC listings in US markets, with 248 and 613 companies, respectively, listing on public markets through this particular backdoor method. The bull market that defined the COVID-19 recovery and historically low interest rates on the USD are two of the primary factors that created market conditions so amenable to SPAC listings. That said, the boom is waning, and in 2022 only 79 companies have listed through SPACs as US exchanges are down double-digits YTD. If 2021 was high noon of the SPAC bubble, 2022 is the twilight, but that’s not to say there are some highly promising listings around the corner that offer some upside amidst the ongoing red tide.
Two opportunities I’ve been eyeing closely since Q1 ’22 are Rainier Acquisition Corps (NASDAQ: RNER) and East Stone Acquisition Corporation (NASDAQ: ESSC). Both SPACs have entered into agreements with potentially disruptive tech companies that promise some upside amidst the dramatic downturn in tech equities worldwide. Its unclear where the bottom is, but judging NASDAQ’s >30% losses YTD, the fact that RNER and ESSC have yet to complete their respective IPOs is positive in and of itself. In any event, the companies driving the business combinations are the interesting topics, so lets take a look at who RNER and ESSC are taking public.
RNER entered into a definitive business combination agreement with Israel’s HUB Security (TASE: HUB)(NASDAQ: HUBC, reserved) in March ’22. The SPAC listing process is at a relatively advanced stage as of now; in August HUB submitted its F4 Prospectus to the SEC, and in mid-October it submitted amendments to said F4. From what I could see, the amendments were largely technical in nature and strongly suggest that the SEC did not have issues of substance with HUB’s financials and fundamentals that could unduly delay or even void a future listing. Another milestone along the way was a shareholder meeting last week where HUB.TA (its Tel Aviv Stock Exchange listing) shareholders unanimously approved a simultaneous TASE delisting and NASDAQ listing. This move allows a 1:1 transfer of shares from TASE to NASDAQ for current shareholders, who stand to benefit from a 6–7x value multiplier given HUB’s $1.2bn SPAC valuation.
In terms of come-from, HUB is a confidential computing innovator that works with a variety of public and private sector clientele. According to their investment deck, they provide a 360 package of software, hardware, and consultancy & advisory solutions. Confidential computing is a field that is girding for explosive growth through 2030, and we can expect significant LT growth prospects for HUB. Given the current state of NASDAQ, my strategy (not financial advice!) will be to get in early at the listing and then hold until US equities markets begin to turn around.
The second play up for discussion today is ESSC’s merger with ICONIQ Holding Limited (NWTN), a Dubai-based EV company that, “aims to integrate avant-garde design, life-style personalization, IoT connectivity, and autonomous driving technology into a passenger-centric green premium mobility solution to the world.” Today/tomorrow morning (depending where you are!) at 9AM EST 11.7, a special shareholders’ meeting will be held in order to consummate ESSC’s initial business combination agreement with NWTN. This meeting comes on the heels of ESSC’s F4 submission, which was approved by the SEC on October 20th. Pending the results of today’s meeting, NWTN listing could be closer than previously expected so keep a look out for additional catalysts. According to recent press, NWTN’s NASDAQ valuation has been pegged at $2.5bn.
One reservation I have about NWTN— and I admit, perhaps unfairly — is that its yet another Chinese EV IPO. Despite ICONIQ’s business registration in the UAE, CEO Alan Wu is a prominent Shanghai-based entrepreneur and I strongly suspect that a sizable chunk of NWTN’s capital originates in the PRC. If NIO’s ~80% decline from its ATH of $57 is any indication, Chinese EV offerings are more hype than substance. Then there’s the issue of some very curious happenings regarding recent Chinese IPOs, which I covered in my previous blog post. Both of these reservations are qualified, but they’re forcing me to reconsider an early entry into NWTN.
To wrap things up, SPACs may be down but they’re sure not out yet. Both RNER and ESSC are opportunities to enter two interesting tech opportunities early. HUB Security and ICONIQ have strong LT potential, and for the patient investor potential hold serious upside over a multi-year horizon. Watch the news flow from these two, read the F4s, do your research, and don’t take anything here as financial advice.